Catalyst Lighting (OTC:CYSU) to Merge with Phototron

Catalyst Lighting Group (OTC:CYSU) announced today that on February 14, 2011, the Company entered into an Agreement and Plan of Merger with PHI Merger Corporation, a California corporation and its wholly-owned subsidiary Phototron. Subsequent to the anticipated closing of the transaction, the business operations of Phototron will comprise Catalyst's principal business operations going forward. Catalyst Lighting has an average daily volume of 1,500 shares and a 52-week range between $0.04 and $0.20 per share.

Phototron designs and manufactures indoor mini-greenhouses capable of growing almost any herb, vegetable, flower, fruit or terrestrial plant better, stronger and faster than traditional farming methods. Phototrons allow users to precisely control what a plant receives, grow crops densely, avoid using pesticides, increase yields and automatically water plants.

Phototron aims to take advantage of a popular hobby in the United States -- gardening, and the fastest growing segment in the gardening business -- hydroponic gardening. Hydroponic gardening is a method of growing plants using mineral nutrient solutions, in water, without soil and pesticides. When the required mineral nutrients are introduced into a plant's water supply, soil is no longer required for the plant to thrive. Almost any, herb, vegetable, flower, fruit or terrestrial plant will grow with hydroponics. Hydroponics is also a standard technique in biology research and teaching.

According to the press release, Phototron currently has a customer base exceeding 50,000 people with a continuity program that represents 50% of its revenue, including nutrients and replacement parts for its units. Moving forward, Phototron plans to expand its independent distribution network.

If all conditions to the closing of the Merger are satisfied (mentioned in the press release), the Company anticipates that the Merger will close within the first quarter of 2011.

Catalyst is authorized to issue 200,000,000 shares of common stock, par value $0.0001 per share. Approximately 78.372884 shares of its common stock will be issued for each outstanding share of Phototron common stock pursuant to the Merger. All existing Phototron options will be assumed and will entitle each former holder thereof to purchase, for each option share purchasable upon exercise of a Phototron option, approximately 78.372884 shares of Catalyst common stock. For each such purchasable share of Catalyst common stock, the current option exercise price will be divided by approximately 78.372884. The other terms and conditions of the options, including exercise procedures, any vesting requirements and expiration dates, will remain essentially the same.

Catalyst has declared for stockholders of record of its common stock as of February 28, 2011, subject to the closing of the Merger, the Company's compliance with the applicable requirements of Delaware law and FINRA's confirmation that it has received the necessary processing documentation, a per share dividend of (i) $0.05772 in cash and (ii) one (1) share of common stock. Catalyst shall pay and issue such dividend within ten (10) business days of the closing date of the Merger.

Pursuant to the Merger Agreement, Craig Ellins will become Catalyst's Executive Chairman, Brian B. Sagheb will become Catalyst's Chief Executive Officer, Chief Financial Officer and Secretary, and Todd Denkin will become Catalyst's President.

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